Project Development

HLG prides itself for being at the forefront of Infrastructure Projects, including PPP/PFI projects in the MENA/GCC region, most notably, the State of Kuwait, Sultanate of Oman, the Kingdom of Saudi Arabia and the Kingdom of Jordan. HLG has the distinction of serving as legal advisors to the State of Kuwait Authority for Partnership Projects ("KAPP") for several years.

Our lawyers have intimately been involved in all aspects of every stage of PPP/PFI Projects, including the prequalification, to bidding and development to achieving financial close, including development, financing, construction, ownership, investment in and operation of mega projects and the acquisition and financing of the project assets. Our contributions include risk analysis and diligence, licensing and permits, real estate and usufruct rights, environmental impact issues, taxation and regulatory, procurement process and supply and subcontractor integration, capital and debt markets, as well as O&M and PPP/PFI interface risk allocation and other substantive matters.

HLG has extensive international experience in major private and public projects and project finance transactions in the GCC. HLG’s work in this area includes:

• reviewing the tender documents, including the instructions to bidders and the form of the contract to be awarded, and discussing the tender documents with government representatives and other consultants as appropriate;
• engaging in the bidding process, including preparation of questions and comments;
• preparing and submitting of actual bids and, if successful, review and negotiation of award of contracts;
• drafting and negotiating consortium agreements between interested groups (typically including a construction group, an operator, a financing institution, and other various groups); and
• drafting and negotiation of other project documents, including security agreements, agreements among consortium members and agreements with suppliers and engineering, procurement and construction contractors; and negotiation and drafting of financing agreements.

I. Project, Procurement and Acquisition Management

We provide management of projects, procurement, and acquisition. Our track-record includes establishing creative and proven teaming strategies for providing in depth, specialized expertise for management of such projects, identifying leading technical, financial, and business subject matter experts. We have the experience and oversight for our clients’ needs including project identification, design, development, and delivery.

We handle every stage of an infrastructure project, from bidding and development to achieving financial close, including development, financing, construction, ownership, investment in and operation of infrastructure projects and the acquisition and financing of infrastructure assets.

We have significant experience in all infrastructure asset classes, including:

• Transportation and Transit: Airports, ports, bridges, mass transit and light rail
• Social Infrastructure: Education (schools, universities), public facilities (Kuwait University sports stadiums and multi-use facilities) and health facilities
• Utilities: Energy systems, water, and wastewater
• Digital Infrastructure: Smart cities, broadband, wireless communications, telecommunications, fibre, and related technology
• Renewable Energy: Solar, onshore, and offshore wind, waste-to-energy, sustainability and climate change
• Power: Conventional generation, transmission, and distribution
• Oil and Gas: Upstream, midstream, and downstream

We take an interdisciplinary approach to our work, using our accumulated wealth of knowledge and experience to offer full-service counsel on:

• Project development
• Project finance
• Project M&A
• Construction
• Operation and maintenance
• project development agreements (PDAs)
• Equity and debt financings of all types, and private offerings
• Refinancing
• Concessions and other government contracts involving P3s and other structures
• Bankruptcy and restructuring transactions

II. PPP/PFI Project Expertise

The Firm prides itself of being at the leading edge of PPP/PFI projects in Kuwait across diverse sectors, including power, electricity, water, construction, education, and transportation. Having been appointed as the Kuwait Authority for Partnership Projects (“KAPP”) legal advisor, HLG has gained unparalleled experience in all forms of PPP transactions and agreements. HLG has worked closely with all major international legal and financial advisors, investors, and financial institutions involved in the PPP projects in Kuwait, in addition to liaising with all Kuwaiti governmental entities and other instrumentalities relating to the PPP projects. This includes working closely and negotiating with the Council of Ministers as well as other line Ministries, and the Department of Advice and Legislation on the interpretation of the current PPP law and other related laws, and on the development of the PPP legal framework in the State of Kuwait.

The following is a non-exhaustive list of the PPP Projects and tasks that HLG advised on across the different sectors both inside and outside of the State of Kuwait. HLG has worked on PPP projects in the Sultanate of Oman and the Kingdom of Jordan. The projects include power, electricity, and water, transportation, education, and construction & real estate.

Outside of Kuwait:

a. Sultanate of Oman

Oman Power and Water Procurement Company (the “Client”) has issued a request for proposals (the “RFP”) for the design, financing, permitting, insurance, engineering, procurement, construction, commissioning, testing, ownership, operation, and maintenance of a photovoltaic solar power plant with a total net power capacity of approximately 500MW and other associated facilities (the “Plant”) located at Ibri in the Sultanate of Oman (the “Project”).

The Firm acted on behalf of the successful consortium and reviewed the Project Documents (including the Power Purchase Agreement, the Project Founders’ Agreement, the Land Rights Agreements, the Electricity Connection Agreement, the EPC Term Sheet, the EPC Contract, the O&M Term Sheet and the O&M Contract), the Financing Documents and Consortium documents.

b. Kingdom of Jordan

Jordan Mobile Telephone Services Company, also known as Zain (the “Client”) has awarded a tender for the design, financing, permitting, insurance, engineering, procurement, construction, commissioning, testing, ownership, operation and maintenance, and transfer of a photovoltaic solar power plant with a total net power capacity of approximately 27 MW and other associated facilities (the “Plant”) under the wheeling laws in Jordan, located around Waqqas area in Jordan (the “Project”). This is a DBOT (design, build, operate, and transfer agreement) between the Client and the Project Company. The Firm reviewed the Project Documents (including the DBOT, the Electricity Connection Agreement, the EPC Term Sheet, the EPC Contract, the O&M Term Sheet and the O&M Contract), the Financing Documents, and the consortium documents with the consortium partners.

State of Kuwait:

1. Education:

Kuwait Schools Development Project. The Project involves the design, build, finance, operation and transfer of 9 schools (5 Kindergartens, 3 Elementary, and 1 Middle School) and 1 Olympic-size swimming pool, with a term of 25 years. This is the only PPP project in Kuwait of value less than KWD 60 Million. HLG advised KAPP in negotiating the contractual terms of the PPP agreements of the Project with the investors. HLG took part in the successful conclusion of the negotiations with the Preferred Bidder. HLG assisted KAPP with obtaining the required approvals for the execution of the PPP agreements.

2. Construction and Real Estate:

a. Services and Entertainment Center – Egaila.

The Egaila project involves the design, finance, construction, operation, and maintenance of the Services and Entertainment center in the Egaila area in Kuwait, for a period of 30 years, including a construction period not to exceed 3 years. HLG assisted KAPP with drafting and reviewing the RFP for Transaction Advisory Services. Drafting the Advisory Services Agreement. HLG will work closely with the Project’s Transaction Advisor on drafting the Project agreements and other necessary documents. HLG will advise KAPP throughout the different phases of the Project starting from the RFQ, the RFP, until the financial close. 

b. South Jahra Labor City.

The project involves the design, finance, build, operate, maintain, and transfer of the Labor City consisting of several integrated components including (residential areas, commercial and neighborhood services, community services, and municipal and utilities services), for a period of 40 years, including a construction period not to exceed 3 years.  HLG assisted KAPP in executing the Transaction Advisory Services with the project Transaction Advisor. HLG assisted KAPP with drafting and reviewing the Expression of Interest documents. HLG will work closely with the Project’s Transaction Advisor on drafting the Project agreements and other necessary documents. HLG will advise KAPP throughout the different phases of the Project starting from the RFQ, the RFP, until the financial close. 

3. Power, Electricity, and Water:

• Az-Zour North-Phase I IWPP Project. The Project involves the design, build, operate, maintain, and transfer to the state of a Power Generation and Water Desalination Plant. HLG advised KAPP on the IPO process of Kuwaiti Citizens’ shares in the Project Company. HLG advised KAPP in an ongoing litigation related to the project.
• Az-Zour North-Phase II IWPP Project. The Project involves the design, build, operate, maintain, and transfer to the state of a Power Generation and Water Desalination Plant. HLG advised KAPP in an ongoing litigation related to the project. HLG assisted KAPP with the drafting and reviewing of the Project agreements. HLG advised KAPP in negotiating the contractual terms of the PPP agreements of the Project with the investors.  HLG worked closely with the Project’s Transaction Advisor on the evaluation of the technical and financial bids. HLG will work closely with the Project’s Transaction Advisor on concluding the negotiations with the Preferred Bidder once the evaluation process is completed. HLG will assist KAPP in obtaining the required approvals for the execution of the PPP agreements.
• Umm Al-Hayman Water Waste Treatment Project. The project involves the design, financing, building, rehabilitation, testing, commissioning, operation and maintenance of several components. HLG assisted KAPP with the drafting and reviewing of the Project agreements. HLG advised KAPP in negotiating the contractual terms of the PPP agreements of the Project with the investors. HLG worked closely with the Project’s Transaction Advisor on the evaluation of the technical and financial bids. HLG will work closely with the Project’s Transaction Advisor on concluding the negotiations with the Preferred Bidder once the evaluation process is completed. HLG will assist KAPP in obtaining the required approvals for the execution of the PPP agreements.
• Kabd Municipal Solid Waste Project. The project involves the development, design, construction, financing, operation, maintenance, and transfer of the waste to energy facility at the Kabd site in Kuwait. HLG assisted KAPP with the drafting and reviewing of the Project agreements. HLG advised KAPP in negotiating the contractual terms of the PPP agreements of the Project with the investors. HLG successfully represented KAPP before the Grievance Committee with respect to complaint filed by one of the Bidders. HLG worked closely with the Project’s Transaction Advisor on the evaluation of the technical and financial bids.
• Az-Zour North-Phase III IWPP Project. HLG assisted KAPP with drafting and reviewing the RFP for Transaction Advisory Services. Drafting the Advisory Services Agreement. HLG will work closely with the Project’s Transaction Advisor on drafting the Project agreements and other necessary documents. HLG will advise KAPP throughout the different phases of the Project starting from the RFQ, the RFP, until the financial close. 
• Al Abdaliyah Integrated Solar Combined Cycle (“ISCC”). The project, which is an Initiative from the private sector to KAPP, consists of Combined Gas Turbine unit and Solar Island. The total capacity of the power plant will be 280 MW, with a solar contribution of 60 MW.  HLG advised on and assisted KAPP with negotiating the legal framework for the tendering of the project with the Department for Advice and Legislation. HLG carried out detailed studies to explain the relationship between the IWPP Law No. 39 of 2010 and the PPP Law No. 116 of 2014. HLG carried out detailed studies to determine the detailed procedures of re-tendering the project. HLG will advise KAPP throughout the different phases of re-tendering the Project starting from the RFQ, the RFP, until the financial close. 

4. Transportation:

Kuwait National Raid Road (“KNRR”).

The project involves the development, operation and management of the KNRR Network Phase 1. HLG assisted KAPP with drafting and reviewing the RFP for Transaction Advisory Services. Drafting the Advisory Services Agreement. HLG will work closely with the Project’s Transaction Advisor on drafting the Project agreements and other necessary documents. HLG will advise KAPP throughout the different phases of the Project starting from the RFQ, the RFP, until the financial close.